CUSIP No.
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(1)
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NAME OF REPORTING
PERSONS:
John Noble Harris,
Joseph E. Kurczodyna, Todd H. Lahr and International Hedge Group, Inc.
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(2)
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) [
X]
(b) [ ]
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS
OO
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(5)
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CHECK BOX IF DISCLOSURE
OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
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(6)
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Messrs. Harris, Kurczodyna and Lahr -
United States ; International Hedge Group, Inc. is a Colorado corporation
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
Please see table in Item 5. below for individual holdings.
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(8)
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SHARED VOTING POWER
Please see table in Item 5. below for shared holdings.
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(9)
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SOLE DISPOSITIVE POWER
Please see table in Item 5. below for individual holdings.
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(10)
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SHARED DISPOSITIVE POWER
Please see table in Item 5. below for shared holdings.
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(11)
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
Please see table in Item 5 below for individual holdings.
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(12)
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.6%
common stock, 100% Preferred Class A,
0% warrants (a)
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(a) Based on 52,000,000
shares issued and outstanding, 100,000 warrants, and 1,000,000 Class A Preferred as of the date of this filing .
Item 1. Security and Issuer
This amended Schedule 13D/A (this "13D/A")
is filed with respect to the Common Shares, par value $0.001 per share (the "Common Shares") and Class "A"
Preferred Convertible Stock, par value $0.001 per share (the "Class "A" Preferred Convertible Stock"), of
BlackStar Enterprise Group, Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer
is located at 4450 Arapahoe Ave, Suite 100, Boulder, Colorado 80303.
Item 2. Identity and Background
Below is
information regarding the Reporting Entities:
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(a)
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This 13D is being filed on behalf of the
following person:
John Noble Harris
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(b)
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The principal business address for the Reporting Person is
1711 Wales Drive, Berthoud, Colorado 80513.
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(c)
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Employment Information: Mr. Harris began his career in the securities industry
in 1971 with Newhart Cook & Co., a St. Louis based NYSE member firm. Licensed both as a broker and principal, he ultimately
managed brokerage offices for several regional NASD brokerage firms. Since 1985, he has been self- employed as a business
consultant and as a private investor. Mr. Harris brings to the Company experience in the public securities market. Mr.
Harris served as the president of Tombstone Technologies from 2005-2010 and eventually merged the public company with Hunt Global
Resources. In 2011, Mr. Harris became president of Rare Green, Inc., a private mineral exploration company. In 2014, Mr.
Harris was one of the founders of International Hedge Group, Inc. (“IHG”). In 2016, IHG acquired 44,400,000
shares of common stock and 1,000,000 shares of Class A Preferred Stock in BlackStar Enterprise Group, Inc.
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(d)
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The Reporting Person has not, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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The Reporting Person has not, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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John Noble Harris is a citizen of United States.
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(a)
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This 13D is being filed on behalf of the
following person:
Joseph E. Kurczodyna
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(b)
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The principal business address for the Reporting Person is
1711 Wales Drive, Berthoud, Colorado 80513.
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(c)
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Employment Information: Working with various Commodity and Stock brokerage
firms in Chicago and Denver Mr. Kurczodyna began his career in 1977 trading Bonds and T-Bill futures In the 1980's, he focused
on underwriting early stage companies. As a principle with Mills Financial, a registered Broker Dealer with the SEC and NASD,
he underwrote and syndicated the Western International Gold & Silver (WIGS) in 1984. In 1991, Mr. Kurczodyna purchased Mills
Financial and was the firm's President and General Principle. While leading Mills Financial, he underwrote and funded several
private placements and IPO's. In 1998, Mills was the lead underwriter for United Financial Mortgage Corp. (UFMC), which was
eventually listed on the American Stock Exchange. From 2004 to 2009, Mr. Kurczodyna was the CEO of Capital Merchant Bank LLC,
an independent investment banker. From 2006-2008 he acted as the CFO and Director of OnMedia International. In 2009, Mr. Kurczodyna
founded Patriot Mortgage Acceptance Corp. a private mortgage company. In 2014, Mr. Kurczodyna was one of the founders of International
Hedge Group Inc.(IHG). In 2016, IHG acquired 44,400,000 shares of common stock and 1,000,000 shares of Class A Preferred
Stock in BlackStar Enterprise Group Inc.
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(d)
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The Reporting Person has not, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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The Reporting Person has not, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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Joseph E. Kurczodyna is a citizen of United States.
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(a)
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This 13D is being filed on behalf of the
following person:
Todd H. Lahr
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(b)
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The principal business address for the Reporting Person is
134 3rd Street, Nazareth, PA 18064
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(c)
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Employment Information: Todd H. Lahr is the founder of Lahr & Lahr
Law Offices. He is also the founder of Next Generation Energy Solutions, LLC and Renewable Energy Developers, LLC. Early in
his career, he worked in the oil and gas exploration industry whereby he assembled a team of geologists to provide in depth
geological evaluations on tracts of lands to determine their suitability for oil and gas exploration. Mr. Lahr is the CEO and
president of THL Capital Resources, Inc.; a consulting firm. He provides legal services to startup companies and assists many
business acquisitions and asset purchases. He has handled hundreds of residential and commercial real estate acquisitions and
has been involved in several large real estate developments. Mr. Lahr was named Outstanding Young Men of America, Who's Who
among Practicing Attorneys and Who's Who in American Law. He received his B.A. from Colorado State University, a Master's degree
(MPA) from Drake University College of Business and Public Administration, and his Doctor of Jurisprudence (JD) from Drake University
Law School. In 2014, Mr. Lahr was one of the founders of International Hedge Group Inc. ("IHG"). In 2016, IHG
acquired 44,400,000 shares of common stock and 1,000,000 shares of Class A Preferred Stock in BlackStar Enterprise Group
Inc. Mr. Lahr resigned as an officer and director of BlackStar Enterprise Group, Inc. on February 8, 2017 and resigned as an
officer and director of International Hedge Group, Inc. on February 9, 2017.
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(d)
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The Reporting Person has not, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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The Reporting Person has not, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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Todd H. Lahr is a citizen of United States.
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(a)
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This 13D is being filed on behalf of the
following entity:
International Hedge Group, Inc.
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(b)
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The principal business address for the Reporting Entity is
1711 Wales Drive, Berthoud, Colorado 80513.
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(c)
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Employment Information: International Hedge Group Inc. ("IHG")
is a Colorado corporation formed in 2014. In 2016, IHG acquired 44,400,000 shares of common stock and 1,000,000 shares
of Class A Preferred Stock in BlackStar Enterprise Group Inc.
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(d)
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The Reporting Entity has not, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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The Reporting Entity has not, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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International Hedge Group, Inc. is a corporation formed in
the State of Colorado.
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Item 3. Source and Amount of funds or Other Consideration
International
Hedge Group, Inc. (“IHG”) contracted to acquire 95% of BlackStar Enterprise Group, Inc. ("BlackStar") outstanding
stock in January 2016 and closed on the purchase in summer of 2016. In lieu of the 95% of common shares originally agreed upon,
IHG received 44,400,000 shares of common stock and 1,000,000 shares of Class A Preferred Stock. IHG is BlackStar's controlling
shareholder and is engaged in providing management services to companies, and, on occasion, capital consulting. IHG’s strategy
in investing in BlackStar Enterprise Group, Inc. is to own a controlling interest in a publicly quoted company which has the legal
ability and mission to do loan based funding of start-up and developed business ventures using its stock for private placement
or public offerings. IHG and BlackStar are managed and controlled by the same individuals (John Noble Harris, Joseph E. Kurczodyna
and Todd H. Lahr), but IHG may seek its funding from different and as yet, undetermined sources, with funding structures of different
natures.
In 2016, BlackStar Enterprise Group, Inc. ("BlackStar") entered into an
agreement whereby BlackStar's parent, International Hedge Group, Inc., acquired
44,400,000 shares of common stock and 1,000,000 shares of our Class "A"
Preferred Super Majority Voting Convertible Stock for capital infusion of
$200,000 and 34,000,000 warrants to purchase common stock @ $0.05 per share
expiring in 3 years (cashless). John Noble Harris, Joseph E. Kurczodyna and Todd
H. Lahr own the control of International Hedge Group, Inc., which in turn
controls the voting stock of BlackStar.
Messrs.
Harris and Kurczodyna exercised 1,500,000 warrants each in a cashless exercise @ $.05 per share on June 14, 2017, resulting in
1,440,000 shares of common stock each, thereby changing their shareholdings reflected in this amendment. In addition, Rare Green,
Inc., of which Mr. Harris is an officer, exercised 750,000 warrants in a cashless exercise @ $.05 per share on June 14, 2017,
resulting in 720,000 shares of common stock. At the same time, Patriot Mtg. Acceptance Corp., of which Mr. Kurczodyna is an officer,
exercised 750,000 warrants in a cashless exercise @ $.05 per share on June 14, 2017, resulting in 720,000 shares of common stock.
IHG exercised 1,350,000 warrants in a cashless exercise @ $.05 per share on June 14, 2017, resulting in 1,296,000 shares of common
stock, which were assigned in part to THL Holdings, LLC (960,000), with the remainder being assigned to three other non-affiliate
shareholders. Mr. Lahr individually exercised 3,250,000 warrants in a cashless exercise @ $.05 per share on June 14, 2017, resulting
in 3,120,000 shares of common stock, thereby changing his shareholdings reflected in this amendment. Finally, THL Holdings, LLC,
of which Mr. Lahr is Managing Member, exercised 2,000,000 warrants in a cashless exercise @ $.05 per share on June 14, 2017, resulting
in 1,920,000 shares of common stock. On September 29, 2017, International Hedge Group, Inc. retired 16,420,000 shares to treasury
and exercised warrants.
On
April 29, 2018, International Hedge Group Inc. retired 330,000 shares to treasury simultaneously to the issuance of 330,000
shares purchased in a private placement offering. Messrs. Harris and Kurczodyna exercised 1,500,000 warrants each in a
cashless exercise @ $.05 per share on June 14, 2018 resulting in 1,444,445
shares of common stock, thereby changing their shareholdings reflected in this amendment. In addition, Rare Green, Inc., of
which Mr. Harris is an officer, exercised 750,000 warrants in a cashless exercise @ $0.05 per share on June 14, 2018,
resulting in 722,222 shares of common stock. At the same time, Patriot Mtg. Acceptance Corp., of which Mr. Kurczodyna is
an officer, exercised 750,000 warrants in a cashless exercise @ $.05 per share on June 14, 2018, resulting in 722,222 shares
of common stock. IHG exercised 1,350,000 warrants on June 14, 2018 resulting in 1,300,000 shares of common stock, which
were assigned to non-affiliated individual advisors to the Company. Mr. Lahr individually exercised 3,250,000 warrants in
a cashless exercise @ $0.05 per share on June 14, 2018 resulting
in 3,129,630 shares of common stock, thereby changing his
shareholdings
reflected in this amendment. THL Holdings, LLC, of which Mr. Lahr is Managing Member, exercised 2,000,000 warrants in
a cashless exercise @ $0.05 per share on June 14, 2018, resulting in 1,925,926 shares of common stock. On June 18, 2018, International Hedge Group, Inc. retired 16,370,370 shares to treasury.
There
are 52,000,000 shares of common stock outstanding, 100,000 warrants issued (none owned by any individuals/entities represented
in this Schedule 13D), and 1,000,000 Class A Preferred Shares outstanding (owned by International Hedge Group, Inc.).
Item 4. Purpose of Transaction
The information set forth
or incorporated in Item 3 is incorporated herein by reference.
The Reporting Entities have
plans which relate to, or could result in the matters referred to in paragraphs (a) through (j), inclusive, of the instructions
to Item 4 of Schedule 13D as follows:
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(a) - (c)
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None at this time.
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(d)
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None.
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(e)
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None.
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(f)
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None.
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(g)
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None
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(h)
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None.
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(i)
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None.
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(j)
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None.
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The Reporting Entities
may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans
or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
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(b) Number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition:
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(a) Aggregate number and percentage of the class of securities beneficially owned (5)
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Sole Power to Vote or to Direct the Vote:
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Shared Power to or to Direct the Vote
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Sole Power to Dispose or to Direct the Disposition of:
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Shared Power to Dispose or to Direct the Disposition of:
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(Common Stock)
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International Hedge Group, Inc. (1)
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11,279,630- 21.7%
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11,279,630
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0
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11,279,630
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0
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John Noble Harris
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2,884,445 - 5.5%
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2,884,445
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12,721,852
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2,884,445
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12,721,852
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Rare Green, Inc. (2)
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1,442,222 - 2.8%
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1,442,222
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0
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1,442,222
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0
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Joseph E. Kurczodyna
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2,884,445 - 5.5%
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2,884,445
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12,721,852
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2,884,445
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12,721,852
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Patriot Mtg. Acceptance Corp. (3)
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1,442,222 - 2.8%
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1,442,222
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0
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1,442,222
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0
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Todd H. Lahr
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6,249,630 - 12%
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6,249,630
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16,085,556
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6,249,630
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16,085,556
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THL Holdings, LLC (4)
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4,805,926 - 9.2%
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4,805,926
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0
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4,805,926
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0
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TOTAL
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30,988,520 - 59.6%
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(Warrants)
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International Hedge Group, Inc. (1)
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0
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0
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0
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0
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John Noble Harris
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0
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0
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0
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0
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Rare Green, Inc. (2)
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0
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0
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0
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0
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Joseph E. Kurczodyna
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0
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0
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0
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0
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Patriot Mtg. Acceptance Corp. (3)
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0
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0
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0
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0
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Todd H. Lahr
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0
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0
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0
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0
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THL Holdings, LLC (4)
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0
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0
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0
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0
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(Class "A" Convertible Preferred Stock)
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International Hedge Group, Inc. (1)
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1,000,000-100%
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1,000,000
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0
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1,000,000
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0
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(1) John Noble Harris, the Issuer's CEO
and Director and Joseph E. Kurczodyna, the Issuer's CFO and Director, and are controlling Officers, Directors and Owners of International
Hedge Group, Inc. Todd H. Lahr is a former officer of International Hedge Group, Inc. He resigned in February
2017.
(2) John Noble Harris is an officer of
Rare Green, Inc. and a beneficial owner.
(3) Joseph E. Kurczodyna is an officer
of Patriot Mtg. Acceptance Corp. and a beneficial owner.
(4) Todd H. Lahr is the Managing Member
of THL Holdings, LLC and a beneficial owner.
(5) The percentages are based on 52,000,000
shares of common stock issued and outstanding as of the date of this filing.
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(c)
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Except as disclosed above, the Reporting Entities have not effected any transaction in the
shares during the preceding 60 days.
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(d)
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No person other than the Reporting Entities is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, any shares reported on this amended Schedule 13D.
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(e)
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Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
See Items 3 and 4 above which is incorporated by reference herein.
Item 7. Material to Be filed as Exhibits
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: September 24, 2018
By:
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/s/ John Noble Harris
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By:
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/s/ Joseph E. Kurczodyna
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Name:
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Joseph E. Kurczodyna
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International Hedge Group, Inc.
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By:
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/s/ Joseph E. Kurczodyna
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Name:
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Joseph E Kurczodyna
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